Rocky Mountain Chocolate Factory Files Investor Presentation Highlighting Slate of Strong Board Nominees to Support the Company's Refreshed Strategy and Drive Value Creation for Stockholders

Rhea-AI Summary

Rocky Mountain Chocolate Factory (RMCF) filed an investor presentation with the SEC for its 2021 Annual Meeting of Stockholders on October 6, 2021. The presentation details a strong slate of director nominees with diverse expertise aimed at enhancing stockholder value. Significant corporate governance improvements have been made, including a majority refresh of the Board to ensure independence. RMCF emphasizes its strategy for long-term growth and urges stockholders to vote for its nominees using the WHITE proxy card.

Positive

• Nominated directors bring relevant experience and diverse skills for long-term growth.
• Majority of the Board will be independent post-election, enhancing governance.
• Strong focus on executing a refreshed growth strategy aimed at maximizing stockholder value.

Negative

• None.

RMCF Nominees Bring Diverse Skills, Relevant Expertise and Public Company Experience Specifically Suited to Support Company's Value Creation Strategy

Presentation Highlights RMCF's Refreshed Strategy, Transformation Initiatives and Enhanced Corporate Governance Initiatives to Support the Company's Next Chapter of Growth

Urges All Stockholders to Vote "FOR" ALL of the Company's Nominees on the WHITE Proxy Card

DURANGO, CO / ACCESSWIRE / September 20, 2021 / Rocky Mountain Chocolate Factory, Inc. (NASDAQ:RMCF) (the "Company" or "RMCF"), one of North America's largest retailers, franchisers and manufacturers of premium, handcrafted chocolates and confections, today announced that it has filed an investor presentation with the U.S. Securities and Exchange Commission in connection with its 2021 Annual Meeting of Stockholders ("Annual Meeting"), currently scheduled for October 6, 2021.

The presentation highlights the following:

• RMCF has nominated a slate of strong directors with the relevant experiences, diverse skills and forward-looking expertise to best position the Company for long-term growth, innovation and to maximize stockholder value creation.
• The Company has implemented significant Board refreshment and corporate governance enhancements over the last several years. With the election of the Board's nominees at the Annual Meeting, greater than a majority of the Board will have recently been refreshed, all of whom are independent.
• With a 40-year legacy of delivering memorable experiences and gourmet confections, RMCF is well-positioned to execute its refreshed growth strategy, drive innovation and maximize value for stockholders.
• AB Value Management LLC ("AB Value") continues to ignore the best interest of stockholders.

"Rocky Mountain Chocolate Factory's Board nominees possess the skills and diverse experiences to support management's refreshed growth strategy," said Rahul Mewawalla, Chairperson of RMCF's Board. "We have substantially refreshed the Board and are taking decisive, strategic action to grow the Company, support our franchisees and continue delivering the premium, handcrafted chocolates and confections our customers love. We are excited about the Company's future and confident that this highly-qualified group of nominees will guide RMCF's Senior Leadership in the Company's strategic execution to drive enhanced value for all stockholders."

The RMCF Board of Directors is committed to enhancing stockholder value and acting in the best interest of ALL stockholders. RMCF's Board urges all stockholders to vote the WHITE proxy card today "FOR" ALL of the Board's skilled and experienced nominees for election to the Company's Board.

The presentation is available at the SEC website at www.sec.gov as well as the Investor Relations section of the Company's website at https://www.rmcf.com/Investor-Relations.aspx.

Your vote is important, no matter how many shares you own. If you have any questions about how to vote your shares, or need additional assistance, please contact the firm assisting us in the solicitation of proxies: Georgeson LLC 1290 Avenue of the Americas, 9th Floor New York, New York 10104 (888) 658-5755 (Toll Free) Please refer to the enclosed WHITE proxy card for information on how to vote by telephone or by Internet, or simply complete, sign and date the WHITE proxy card and return it TODAY in the postage-paid envelope provided.

About Rocky Mountain Chocolate Factory, Inc.

Rocky Mountain Chocolate Factory, Inc., headquartered in Durango, Colorado, is an international franchiser of gourmet chocolate, confection and self-serve frozen yogurt stores and a manufacturer of an extensive line of premium chocolates and other confectionery products. The Company, its subsidiaries and its franchisees and licensees operate more than 300 Rocky Mountain Chocolate Factory and self-serve frozen yogurt stores across the United States, South Korea, Qatar, the Republic of Panama, and The Republic of the Philippines. The Company's common stock is listed on the Nasdaq Global Market under the symbol "RMCF."

Important Additional Information and Where to Find It

This communication relates to the 2021 Annual Meeting of Stockholders (the "Annual Meeting"). In connection with the Annual Meeting, Rocky Mountain Chocolate Factory, Inc. (the "Company" or "RMCF") filed a definitive proxy statement on Schedule 14A, an accompanying WHITE proxy card and other relevant documents with the Securities and Exchange Commission (the "SEC") on September 9, 2021 in connection with the solicitation of proxies from stockholders for the Annual Meeting. The definitive proxy statement and a form of WHITE proxy were first mailed or otherwise furnished to the stockholders of the Company on September 9, 2021 as supplemented on September 20, 2021. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY'S DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE ANNUAL MEETING OR INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY STATEMENT, IF ANY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. This communication is not a substitute for the definitive proxy statement or any other document that may be filed by the Company with the SEC. Investors and stockholders may obtain a copy of the documents free of charge at the SEC's website at www.sec.gov, and in the "SEC Filings" section of the of the Company's Investor Relations website at www.rmcf.com/Investor-Relations.aspx or by contacting the Company's Investor Relations department at (970) 375-5678, as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. In addition, the documents (when available) may be obtained free of charge by directing a request by mail or telephone to: Rocky Mountain Chocolate Factory, Inc., 265 Turner Drive, Durango, Colorado 81303, Attn: Secretary, (970) 259-0554.

Certain Information Regarding Participants to the Solicitation

The Company, its directors and certain of its directors, director nominees, executive officers and members of management and employees of the Company and agents retained by the Company are participants in the solicitation of proxies from stockholders in connection with matters to be considered at the Annual Meeting. Information regarding the Company's directors, director nominees and executive officers, and their beneficial ownership of the Company's common stock is set forth in the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 2021, filed with the SEC on June 1, 2021, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on June 28, 2021, and in the definitive proxy statement. Changes to the direct or indirect interests of the Company's directors and executive officers are set forth in SEC filings on Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 and Annual Statements of Changes in Beneficial Ownership on Form 5. These documents are available free of charge as described above.

Forward-Looking Statements

This press release includes statements of the Company's expectations, intentions, plans and beliefs that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to come within the safe harbor protection provided by those sections. These forward-looking statements involve various risks and uncertainties. The nature of the Company's operations and the environment in which it operates subjects it to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. The statements, other than statements of historical fact, included in this press release are forward-looking statements. Many of the forward-looking statements contained in this press release may be identified by the use of forward-looking words such as "will," "intend," "believe," "expect," "anticipate," "should," "plan," "estimate," "potential," or similar expressions. Factors which could cause results to differ include, but are not limited to: the impact of the COVID-19 pandemic and global economic conditions on the Company's business, including, among other things, online sales, factory sales, retail sales and royalty and marketing fees, the Company's liquidity, the Company's cost cutting and capital preservation measures, achievement of the anticipated potential benefits of the strategic alliance with Edible Arrangements®, LLC and its affiliates ("Edible"), the ability to provide products to Edible under the strategic alliance, Edible's ability to increase the Company's online sales, changes in the confectionery business environment, seasonality, consumer interest in the Company's products, general economic conditions, the success of the Company's frozen yogurt business, receptiveness of the Company's products internationally, consumer and retail trends, costs and availability of raw materials, competition, the success of the Company's co-branding strategy, the success of international expansion efforts and the effect of government regulations. Government regulations which the Company and its franchisees and licensees either are, or may be, subject to and which could cause results to differ from forward-looking statements include, but are not limited to: local, state and federal laws regarding health, sanitation, safety, building and fire codes, franchising, licensing, employment, manufacturing, packaging and distribution of food products and motor carriers. For a detailed discussion of the risks and uncertainties that may cause the Company's actual results to differ from the forward-looking statements contained herein, please see the "Risk Factors" contained in Item 1A. of the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 2021, as amended. Additional factors that might cause such differences include, but are not limited to: the length and severity of the current COVID-19 pandemic and its effect on among other things, factory sales, retail sales, royalty and marketing fees and operations, the effect of any governmental action or mandated employer-paid benefits in response to the COVID-19 pandemic, and the Company's ability to manage costs and reduce expenditures and the availability of additional financing if and when required. These forward-looking statements apply only as of the date hereof. As such they should not be unduly relied upon for more current circumstances. Except as required by law, the Company undertakes no obligation to release publicly any revisions to these forward-looking statements that might reflect events or circumstances occurring after the date of this press release or those that might reflect the occurrence of unanticipated events.

Media Contacts:

Dan Scorpio / Jake Yanulis
Abernathy MacGregor
amg-rmcf@abmac.com
(212) 371-5999

Investor Contact:

William P. Fiske
Georgeson LLC
(212) 440-9128

SOURCE: Rocky Mountain Chocolate Factory, Inc.

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FAQ

What is the scheduled date for RMCF's 2021 Annual Meeting of Stockholders?

RMCF's 2021 Annual Meeting of Stockholders is scheduled for October 6, 2021.

What actions is RMCF encouraging stockholders to take regarding their nominees?

RMCF is urging stockholders to vote 'FOR' all of the Company's nominees on the WHITE proxy card.

What notable changes has RMCF made to its Board of Directors?

RMCF has implemented significant Board refreshment, ensuring a majority of the Board will be independent after the election.

What is RMCF's strategy for stockholder value creation?

RMCF aims to enhance stockholder value through a refreshed growth strategy and by nominating experienced directors.